AMENDMENT NO. 7 TO REVOLVING LINE OF CREDIT AND TERM LOAN AGREEMENT
Exhibit
4.64
AMENDMENT
NO. 7 TO REVOLVING LINE OF CREDIT AND
TERM
LOAN AGREEMENT
This Amendment No. 7 to Revolving Line
of Credit and Term Loan Agreement (this “Agreement”) is by and
between RBS Citizens, National Association, having a lending office at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Lender”) and National
Investment Managers Inc., a Florida corporation having an address of ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Borrower”).
RECITALS
|
A.
|
Reference
is hereby made to a certain Revolving Line of Credit and Term Loan
Agreement, dated as of November 30, 2007, by and between Borrower and
Lender, as amended by (i) a certain Amendment No. 1 to Term Loan
Agreement, dated ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) a certain Amendment No. 2 to Term
Loan Agreement, dated June 30, 2008, (iii) a certain Amendment No. 3 to
Term Loan Agreement, dated June 30, 2008 (iv) a certain Amendment No. 4 to
Term Loan Agreement dated as of July 16, 2008 (v) a certain Amendment No.
5 to Term Loan Agreement dated as of October 1, 2008 and (vi) a certain
Amendment No. 6 to Term Loan Agreement dated as of November 26, 2008 (as
amended, the “Loan
Agreement”). The loan obligations of Borrower to Lender
are further evidenced by (i) a certain Term Promissory Note, dated
November 30, 2007, from the Borrower to the Lender in the maximum
principal amount of up to $13,000,000.00, as amended by (a) a certain
Amendment No. 1 and Allonge to Term Promissory Note, dated as of June 30,
2008, increasing the maximum principal amount to $15,000,000.00 and (b) a
certain Amendment No. 2 and Allonge to Term Promissory Note dated as of
October 1, 2008, and (ii) a certain Revolving Line of Credit Note, dated
November 30, 2007, from the Borrower to the Lender in the maximum
principal amount of $2,000,000.00 (together and as amended, the “Notes”). All
capitalized terms used herein and not otherwise defined herein shall have
the meanings as set forth in the Loan
Agreement.
|
|
B.
|
The
Borrower is in default under the Loan Agreement for failure to comply with
the following covenants for the Borrower’s fiscal year ending as of
December 31, 2008 (collectively, the “Existing
Defaults”):
|
|
|
(i)
|
the
Minimum EBITDA covenant as set forth in Section 5(m) of the Loan
Agreement;
|
|
|
(ii)
|
the
Maximum Ratio of Total Funded Debt to Adjusted EBITDA covenant as set
forth in Section 5(n) of the Loan Agreement;
and
|
|
|
(iii)
|
the
Minimum Fixed Charge Coverage Ratio covenant as set forth in Section 5(o)
of the Loan Agreement.
|
|
C.
|
The
Borrower has requested that the Lender (i) waive the Existing Defaults,
and (ii) agree to amend certain other provisions of the Loan
Agreement.
|
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page
1 of 12
|
Exhibit
4.64
|
D.
|
The
Lender has agreed to (i) waive the Existing Defaults, and (ii) amend
certain other provisions of the Loan Agreement., upon the terms and
conditions set forth in this
Agreement.
|
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Lender and Borrower hereby agree as follows:
I. Amendments
to Loan Agreement.
|
1.
|
Section
1(a) of the Loan Agreement is hereby amended to add the following new
defined term:
|
““Unused Revolving Loan
Fee” shall mean an amount equal to one-quarter of one percent (.25%) on
an annual basis times an amount equal to the difference between the Maximum
Revolving Credit limit and the actual daily average outstanding balance under
the Revolving Loan for the applicable period.”
|
2.
|
Section
1(a) of the Loan Agreement is hereby amended to delete the defined terms
for “Fixed Charge Coverage Ratio” and for “LIBOR Rate Margin for the Term
Loan” and to substitute the following new defined terms in their
place:
|
““Fixed Charge Coverage
Ratio” means the ratio of (i) Adjusted EBITDA, less cash taxes paid, less Capital Expenditures; to
(ii) current portions of long term Indebtedness, plus interest expense on
Indebtedness. For purposes of the calculation of the Fixed Charge
Coverage Ratio, the principal amount due upon maturity under the Term Loan shall
not be considered a “current portion of long term Indebtedness”; and (iii)
Lender shall assume monthly principal payments of $250,000 under the Term Loan
during 2010.”
““LIBOR Rate Margin for the
Term Loan” shall mean four and one-half of one percent
(4.5%).”
|
3.
|
In
order to add an Unused Revolving Loan Fee to Section 2 of the Loan
Agreement, the following new Section 2(d) is hereby added to Section 2 of
the Loan Agreement:
|
“(d) Unused Revolving Loan
Fee. In addition to any other amounts payable under this
Agreement, Borrower shall also pay to Lender on the first business day of each
calendar quarter (commencing as of July 1, 2009 and continuing after the end of
each three (3) month period thereafter) the Unused Revolving Loan Fee for the
preceding three (3) month period.”
|
4.
|
In
order to amend the interest rate options available to the Borrower under
the Term Loan, Section 2(b)(v) of the Loan Agreement is hereby amended to
delete such subsection 2(b)(v) in its entirety and to substitute the
following new subsection 2(b)(v) in its
place:
|
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page 2
of 12
|
Exhibit
4.64
|
|
“(v)
|
Interest Rate
Applicable to Term Loan Advances. Each Term Loan Advance
shall accrue interest at a variable per annum rate of interest equal to
the Adjusted LIBOR Rate, plus the LIBOR Rate
Margin for the Term Loan. Changes in the interest rate
applicable to any Term Loan Advance occurring as a result of changes in
the Adjusted LIBOR Rate shall take place immediately without notice to
Borrower or demand of any kind. At any time prior to the Term
Loan Maturity Date and provided that no Event of Default has occurred
under the Loan Documents, the Borrower shall have the option, upon written
notice to Lender in each instance, to enter into one or more Hedging
Contracts (as defined in Rider A) with
respect to all or a portion of the then outstanding principal balance
under the Term Note, which Hedging Contracts shall commence on the date of
such Hedging Contract and shall continue for a period not to exceed the
Term Loan Maturity Date. In the event Borrower elects to enter
into Hedging Contracts upon prior approval by Lender, any principal amount
subject to a Hedging Contract shall accrue interest at the Adjusted LIBOR
Rate plus the
LIBOR Rate Margin for the Term Loan. Interest on each Term Loan
Advance shall at all times be calculated on a 360-day year of twelve
30-day months, but shall accrue and be payable on the actual number of
days elapsed.”
|
|
5.
|
In
order to amend the frequency of financial reporting by the Borrower,
Section 5(c)(ii) of the Loan Agreement is hereby amended to delete such
subsection 5(c)(ii) in its entirety and to substitute the following new
subsection 5(c)(ii) in its place:
|
|
|
“(ii)
|
management
prepared monthly financial statements in form reasonably acceptable to
Lender for the Borrower and its Subsidiaries within thirty (30) days after
the end of each month while this Agreement remains in effect and a
Covenant Compliance Certificate executed by the chief financial officer of
Borrower in form and substance reasonably satisfactory to Lender with
respect to the Borrower and its Subsidiaries within forty-five (45) days
after the end of each fiscal quarter of Borrower and its
Subsidiaries;
|
|
6.
|
In
order to prohibit the Borrower’s ability to make any Acquisitions (whether
Financed Acquisitions or Unfinanced Acquisitions) without the Lender’s
prior written consent in its sole discretion, Section 5(e) of the Loan
Agreement is hereby amended to delete such subsection 5(e) in its entirety
and to substitute the following new subsection 5(e) in its
place:
|
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page 3
of 12
|
Exhibit
4.64
|
|
“(e)
|
Merger, Consolidation,
Purchase or Sale of Assets, Change in Control. Neither
the Borrower nor any of its Subsidiaries will (a) become a party to any
merger or consolidation, (b) sell, lease, sublease or otherwise transfer
or dispose (including, without limitation, pursuant to any sale-leaseback
transactions) of any portion of its assets, (c) acquire all or
substantially all of the assets of any Person or any portion of the
capital stock (or other equity interests) of any Person or (d) acquire any
assets outside the ordinary course of business; provided that
notwithstanding the forgoing, (i) any Subsidiary of Borrower may merge or
consolidate with Borrower or any other Subsidiary of Borrower so long as,
in the case of any merger or consolidation with Borrower, Borrower is the
surviving entity, (ii) Borrower and its Subsidiaries may sell inventory
and dispose of obsolete or worn-out machinery and equipment, in each case,
in the ordinary course of business, consistent with past practices, (iii)
Borrower and any of its Subsidiaries may become a party to any merger or
consolidation or sell or otherwise transfer or dispose of any portion of
their assets so long as, in each case, contemporaneously with the closing
of any such transaction, the loan obligations of Borrower to Lender are
indefeasibly paid in full and this Agreement shall have been
terminated. There shall be no Change of Control affecting
Borrower without the prior written consent of
Lender.”
|
|
7.
|
In
order to further clarify the Borrower’s prohibited ability to make
Acquisitions without the Lender’s prior written consent in its sole
discretion, Section 5(i) of the Loan Agreement is hereby amended to delete
such subsection 5(i) in its entirety and to substitute the following new
subsection 5(i) in its place:
|
|
|
“(i)
|
Investments;
Acquisitions. The Borrower shall not make, and shall
cause the Guarantors not to make, any investments in securities or
obligations of another Person, except (i) deposits with the Lender or
other financial institution insured by the Federal Deposit Insurance
Corporation, (ii) investments in U.S. Treasury securities, (iii)
investments in money market mutual funds of nationally-recognized
sponsors; provided, however, that no such investment shall be made if,
after giving effect to such investment, a Default Event or Event of
Default shall occur hereunder. Borrower shall not make any
Acquisitions without the prior written consent of Lender which consent may
be withheld by Lender in its sole
discretion.”
|
|
8.
|
In
order to amend the Minimum EBITDA covenant, Section 5(m) of the Loan
Agreement is hereby amended to delete such subsection 5(m) in its entirety
and to substitute the following new subsection 5(m) in its
place:
|
|
|
“(m)
|
Minimum
EBITDA. The Borrower and Guarantors shall not permit
their EBITDA to be less than the following amounts for the periods there
indicated, such covenant to be tested quarterly by Lender on a TTM basis
based upon the Financial
Information:
|
|
Fiscal Quarter:
|
Amount:
|
|||
|
Q.1
2009
|
$ | 8,400,000.00 | ||
|
Q.2
2009
|
$ | 9,000,000.00 | ||
|
Q.3
2009
|
$ | 9,050,000.00 | ||
|
Q.4
2009
|
$ | 10,100,000.00 | ||
|
Q.1
2010
|
$ | 10,700,000.00 | ||
|
Q.2
2010
|
$ | 11,150,000.00 | ||
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page 4
of 12
|
Exhibit
4.64
|
9.
|
In
order to amend the Maximum Ratio of Total Funded Debt to Adjusted EBITDA
covenant, Section 5(n) of the Loan Agreement is hereby amended to delete
such subsection 5(n) in its entirety and to substitute the following new
subsection 5(n) in its place:
|
|
|
(n)
|
Maximum Ratio of Total
Funded Debt to Adjusted EBITDA. The Borrower and
Guarantors shall not permit the ratio of their Total Funded Debt to its
Adjusted EBITDA to exceed the following ratios for the periods there
indicated, such covenant to be tested quarterly by Lender on a TTM basis
based upon the Financial
Information:
|
|
Fiscal Quarter:
|
Ratio:
|
|
|
Q.1
2009
|
3.25
to 1.0
|
|
|
Q.2
2009
|
3.25
to 1.0
|
|
|
Q.3
2009
|
3.25
to 1.0
|
|
|
Q.4
2009
|
2.75
to 1.0
|
|
|
Q.1
2010
|
2.60
to 1.0
|
|
|
Q.2
2010
|
2.50
to 1.0
|
|
10.
|
In
order to amend the Minimum Fixed Charge Coverage Ratio covenant, Section
5(o) of the Loan Agreement is hereby amended to delete such subsection
5(o) in its entirety and to substitute the following new subsection 5(o)
in its place:
|
|
|
“(o)
|
Minimum Fixed Charge
Coverage Ratio. The Borrower and Guarantors shall not
permit their Fixed Charge Coverage Ratio to be less than the following
ratios for the periods there indicated, such covenant to be tested
quarterly by Lender on a TTM basis based upon the Financial
Information:
|
|
Fiscal Quarter:
|
Ratio:
|
|
|
Q.1
2009
|
1.05
to 1.0
|
|
|
Q.2
2009
|
1.00
to 1.0
|
|
|
Q.3
2009
|
1.00
to 1.0
|
|
|
Q.4
2009
|
1.20
to 1.0
|
|
|
Q.1
2010
|
1.25
to 1.0
|
|
|
Q.2
2010
|
1.25
to 1.0
|
|
11.
|
In
order to amend the Maximum Ratio of Total Funded Debt to Net Worth
covenant, Section 5(q) of the Loan Agreement is hereby amended to delete
such subsection 5(q) in its entirety and to substitute the following new
subsection 5(q) in its place:
|
|
|
“(q)
|
Maximum Ratio of Total
Funded Debt to Net Worth. The Borrower and Guarantors
shall not permit the ratio of their Total Funded Debt to its Net Worth to
exceed 2.0 to 1.0 at any time, such covenant to be tested quarterly by
Lender on a TTM basis based upon the Financial
Information.”
|
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page 5
of 12
|
Exhibit
4.64
II. Waivers. Lender hereby
agrees to waive the Existing Defaults. These waivers shall not
constitute an agreement by Lender to waive compliance with any other covenant
contained in the Loan Documents, nor shall these waivers be deemed to create a
course of dealing between Lender and the Borrower, or an agreement by Lender to
waive any future non-compliance with Section 5 of the Loan Agreement or of any
other covenant or undertaking contained in the Loan Agreement or other Loan
Documents at any other time.
|
III.
|
Conditions.
As
a condition of this Agreement, Borrower shall at the time of execution of
this Agreement:
|
|
|
(a)
|
reimburse
Lender for its-out-of pocket costs in connection with this Agreement and
the Modification Documents (as defined below), including reasonable legal
fees and expenses incurred by
Lender;
|
|
|
(b)
|
deliver
to Lender the following documents in form and substance reasonably
satisfactory to Lender or, if applicable, as required by the terms and
conditions of the Loan Agreement:
|
|
|
(i)
|
an
Amendment No. 3 and Allonge to Term Promissory Note executed by
Borrower;
|
|
|
(ii)
|
an
Amendment No. 1 and Allonge to Revolving Line of Credit Note executed by
Borrower;
|
|
|
(iii)
|
an
Amendment No. 7 to Intercreditor Agreement executed by Borrower and by
Junior Lender; and
|
|
|
(iv)
|
any
other documents reasonably requested by
Lender.
|
The
foregoing documents and any additional documents executed herewith, together
with this Agreement, shall be referred to herein as the “Modification
Documents”; and
|
|
(c)
|
hereby
agrees to pay to Lender an amendment fee in the amount of $40,625 which
shall be deemed fully earned upon execution of this Agreement but shall be
due and payable by Borrower by no later than June 30,
2009.
|
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page 6
of 12
|
Exhibit
4.64
|
III.
|
Representations
and Warranties. Borrower
hereby represents and warrants that: (i) its representations and
warranties set forth in the Loan Agreement are true in all material
respects on and as of the date hereof as if made on such date (except to
the extent that the same expressly relate to an earlier date or are
affected by the consummation of transactions permitted hereby or by the
Agreement); (ii) it is in compliance in all material respects with all of
the terms and provisions set forth in the Loan Agreement on its part to be
observed or performed; (iii) after giving effect to any extension of
credit to be made on the date hereof, no Event of Default or
Default Event has occurred and is continuing; (iv) since the date of the
financial statements most recently provided to Lender by Borrower, there
has occurred no material adverse change in the assets or liabilities or
the financial or other condition of Borrower; (v) it has full power to
execute, deliver and perform its obligations under the Modification
Documents and the execution, delivery and performance of the Modification
Documents have been authorized and directed by the appropriate parties;
(vi) the Modification Documents constitute the legal, valid and binding
obligations of Borrower and/or the Subsidiary, as applicable, enforceable
in accordance with their terms; (vii) the execution, delivery and
performance thereof will not violate any provision of any existing law or
regulation applicable to Borrower or the Subsidiary or their respective
governing documents or of any order or decree of any court, arbitrator or
governmental authority or of any contractual undertaking to which either
is a party or by which either may be bound; and (viii) no consents,
licenses, approvals or authorizations of, exemptions by or registrations
or filings with, any governmental authority are required with respect to
the Modification
Documents.
|
|
IV.
|
Miscellaneous.
|
|
1.
|
If
Borrower fails to comply with all the terms and conditions of the
Modification Documents, such failure shall constitute a default under this
Agreement and an Event of Default under the Loan Agreement and other Loan
Documents.
|
|
2.
|
No
other changes shall be made to the Loan Agreement, and Borrower reaffirms
its obligations under the Loan Documents (as amended hereby) in their
entirety. This Agreement is not intended to extinguish or
affect any of the debt evidenced by the Notes or to otherwise modify any
of the obligations under any of the Loan Documents, except as amended
hereby. Borrower hereby reaffirms that Borrower remains
indebted to Lender without defense, counterclaim or offset and hereby
releases Lender from any and all claims or other causes of action which
Borrower may have against Lender with respect to the Loans and the Loan
Documents.
|
|
3.
|
This
Agreement is made in the Commonwealth of Massachusetts and shall be
construed in accordance with its laws without regard to principles of
conflicts of laws. If any provision hereof is in conflict with
any statute or rule of law of the Commonwealth of Massachusetts or any
other statute or rule of law of any other applicable jurisdiction or is
otherwise unenforceable, such provisions shall be deemed null and void
only to the extent of such conflict or unenforceability and shall be
deemed separate from and shall not invalidate any other provision of this
Agreement.
|
|
4.
|
This
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, and no other parties
shall be a beneficiary hereunder. Neither this Agreement nor
any of the provisions hereof can be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against
whom enforcement of the change, waiver, discharge or termination is
sought.
|
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page 7
of 12
|
Exhibit
4.64
|
5.
|
This Agreement may be signed in counterparts, each
of which shall be deemed an original and all of which, when taken
together, shall constitute one and the same
instrument. Signatures delivered by facsimile transmission
shall have the same force and effect as original signatures delivered in
person.
|
[Signatures
on following page]
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page 8
of 12
|
Exhibit
4.64
EXECUTED
under seal as of the 30th day of March, 2009.
|
LENDER:
|
|||
|
RBS
CITIZENS, NATIONAL ASSOCIATION
|
|||
|
/s/
Shanconry
|
By:
|
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
|
|
|
Witness
|
Name:
▇▇▇▇▇ ▇▇▇▇▇▇
|
||
|
Title:
Senior Vice President
|
|||
|
BORROWER:
|
|||
|
/s/ ▇▇▇▇
▇▇▇▇
|
By:
|
/s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇
|
|
|
Witness
|
Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇
|
||
|
Title:
CEO
|
|||
The
Guarantors hereby (i) consent to the terms of the foregoing Agreement, (ii)
confirm and ratify their respective obligations under the Guaranties, and (iii)
confirm that the Guarantors do hereby intend that the Guarantors Security
Agreements shall continue to secure all obligations of Borrower to
Lender. The undersigned hereby signs in his capacity as an officer
and authorized signatory of each of the Guarantors set forth in Schedule A attached
hereto.
|
As
to all Guarantors
|
||
|
/s/ ▇▇▇▇
▇▇▇▇
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
|
|
|
Witness
|
▇▇▇▇▇▇
▇. ▇▇▇▇, duly authorized
|
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page 9
of 12
|
Exhibit
4.64
SCHEDULE
A
|
1.
|
ABR
Advisors, Inc.
a
New York corporation
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
|
2.
|
▇▇▇▇
▇. ▇▇▇▇▇▇ & Associates, Inc.
a
Maryland corporation
▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
3.
|
Alaska
Pension Services, Ltd.
an
Alaskan corporation
▇▇▇
▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
4.
|
Asset
Preservation Corp.
a
Pennsylvania corporation
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|
|
5.
|
Benefit
Dynamics, Inc.
a
Pennsylvania corporation
▇▇
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
6.
|
Benefit
Management Inc.
a
Massachusetts corporation
▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
|
7.
|
BPI/PPA
Inc.
a
Delaware corporation
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
8.
|
California
Investment Annuity Sales, Inc.
a
California corporation
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
|
|
|
9.
|
Circle
Pension, Inc.
a
New York corporation
Empire
State Building
▇▇▇
▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page
10 of 12
|
Exhibit
4.64
|
10.
|
Complete
Investment Management, Inc. of Philadelphia
a
Pennsylvania corporation
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇
Business Campus
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
11.
|
Haddon
Strategic Alliances, Inc.
a
New Jersey corporation
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
12.
|
Lamoriello
& Co., Inc.
a
Rhode Island corporation
▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
13.
|
National
Actuarial Pension Services, Inc.
a
Texas corporation
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
14.
|
National
Associates, Inc., N.W.
a
Washington corporation
▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
|
15.
|
Pension
Administration Services, Inc.
a
Pennsylvania corporation
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇-▇▇▇▇
|
|
|
16.
|
Pension
Technical Services, Inc. (d/b/a REPTECH Corp.)
a
Colorado corporation
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇’s ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
|
17.
|
Pentec,
Inc.
a
Connecticut corporation
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
18.
|
Pentec
Capital Management, Inc.
a
Connecticut corporation
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page
11 of 12
|
Exhibit
4.64
|
19.
|
Southeastern
Pension Services, Inc.
a
Florida corporation
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
|
20.
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇ & Associates, Inc.
a
New Jersey corporation
▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
21.
|
The
Pension Alliance, Inc.
a
Pennsylvania corporation
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
22.
|
The
Pension Group, Inc.
a
California corporation
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
|
23.
|
Valley
Forge Consulting Corporation
a
Pennsylvania corporation
▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
24.
|
Valley
Forge Enterprises, Ltd. (f/k/a VFE Merger Corp.)
a
Pennsylvania corporation
▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
25.
|
VEBA
Administrators, Inc. (d/b/a Benefit Planning, Inc.)
a
California corporation
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
|
|
|
26.
|
V.F.
Associates, Inc.
a
Pennsylvania corporation
▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
27.
|
V.F.
Investment Services Corp.
a
Pennsylvania corporation
▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
Amendment
No. 7 to Revolving Line of Credit and Term Loan Agreement
|
Page
12 of 12
|